Intel's big stake in IPO prospect Cloudera has some strange provisions

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Brian Krzanich Intel CEO

Intel is the biggest stakeholder in Cloudera ahead of the software developer's IPO, thanks to a $740 million bet the chipmaker placed in 2014.

That stake, which valued Cloudera at a whopping $4.1 billion, carries with it some awkward provisions, as laid out in Cloudera's IPO prospectus on Friday.

In the filing, Intel is listed as owning 22 percent of the company before the offering. Far from just a financial interest, Intel has been developing and marketing products with Cloudera to bring more big data capabilities to Intel's data center processors.

Cloudera's database software, built on open source code, helps businesses perform complicated analysis of disparate data. Its products run on standard hardware, and Intel is aiming to use Cloudera's tools as a draw for big customers.

As far as ownership, Intel has limited ability to bolster its control of Cloudera from here and thus determine its future course.

According to Cloudera's prospectus, an agreement that kicks in at the time of the offering restricts "Intel's ability to acquire more than 20 percent of our fully diluted capital stock, which we refer to as the Intel Maximum Percentage."

Assuming Intel doesn't sell shares in the IPO, an offering of about 11 million shares to the public would bring its ownership to 20 percent.

Lise Buyer, who advises companies as they prepare to go public, said the purpose of the agreement is most likely to reassure potential customers who may be concerned about Intel having undue influence.

"It's like saying, you can ride on the bus but you can't drive," said Buyer, the founder of Class V Group in Silicon Valley. "You can't steer the direction of the company."

There are two ways Intel can increase its stake.

The first would be a full acquisition of the company. The second would be if another investor (excluding a "purely financial investor") buys a percentage that exceeds 20 percent. In that case "Intel's Maximum Percentage shall increase to the percentage held by such Other Strategic Holder."

Cloudera's top shareholders

Firm	Number of shares	% ownership before IPO
Intel	24.9 mln	22
Accel	18.4 mln	16.3
Greylock	14.2 mln	12.5

Further complicating matters, Intel's operating chief Kim Stevenson left the chipmaker last month and resigned from Cloudera's board of directors. She's now headed to Lenovo, leaving Intel without a Cloudera board member.

Cloudera said that the board will nominate a director designated by Intel at the annual shareholders meeting, and Intel will maintain that seat as long as the company holds at least 10 percent of the stock and doesn't breach the collaboration agreement.

A Cloudera spokesperson declined to comment as did a spokesperson for Intel.